HomeMy WebLinkAboutC-3135 - License Agreement for Wireless Modem Service/Computer Users (street light poles?)-
A CORD
;' DATE (MWDD/YY)
10/14/99
PRODUCER WSSF
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Woodruff - Sawyer & Co.
220 Bush Street, 7th Floor
San Francisco,CA 94104 -0000
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
COMPANIES AFFORDING COVERAGE
COMPANY
A Chubb /Great Northern Insurance Co.
415 -391 -2141
INSURED 007815
Metricom Inc.
COMPANY
B Chubb/Federal Ins. Co.
980 University Avenue
Los Gatos, CA 95032 -2375
COMPANY
C
COMPANY
D
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT,
TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE
INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
CO
LTR
TYPE OF INSURANCE
POLICY NUMBER
POLICYEFFECTIVE
.,ATE (MMIDOM/)
POLICYEXPIRATON
DATE I,MWDDM)
LIMITS
GENERAL
LIABILITY
GENERAL AGGREGATE
S 2TUUUW ,
COMMERCIAL GENERAL LIABILITY
PRODUCTS - COMPIOP AGG
$ 1,000,000
A
CLAIMS MADE r[7� OCCUR
35291948
1
09/30/99
09/30/00
it
PERSONAL BADVINJ URY
$ 1,000,00
OWNER'S& CONTRACTOR'SPROT
_
EACH OCCURRENCE
$ 1,000,0
FIRE DAMAGE (Any one fire)
S 110001000
Ll
MED EXP(My one Person)
$ 1"W
AUTOMOBILE
LIABILITY
✓;
ANYAUTO
COMBINED SINGLE LIMIT
E
1,000,000
B
❑
!��
ALL OWNED AUTOS
SCHEDULED AUTOS
73164541
09/30/99
09/30/00
BODILY INJURY
(Per Person)
$
J �11
L-
HIREDAUTOS
NON -OWNED AUTOS
BODILY INJURY
oi
(Per aodenl)
$
_.
H
PROPERTY DAMAGE
$
GARAGE LIABILITY
AUTO ONLY - EA ACCIDENT
$
ANYAUTO
OTHER THAN AUTO ONLY:
-
J
EACH ACCIDENT
S
AGGREGATE
$
EXCESS LIABILITY
EACH OCCURRENCE
$ s ,
B
UMBRELLA FORM
—;
79072375
_
09/30/99
09/30/00
AGGREGATE
$ r
OTHER THAN UMBRELLA FORM
S
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
TORY LIMITS ER
EL EACH ACCIDENT
$
THE PROPMETOPJ INCL
PARTNERS/EXECUTIVE
EL DISEASE - POLICY LIMIT
$
EL DISEASE - EA EMPLOYEE
I $
OFFICERS ARE: EXCL
UTHEK
DESCRIPTION OF PERAT ATON WL ITEM
RE: Municipality Agreement No. 594: City of Newport Beach, its council members, officers & employees are included as additional insureds under
general liability as per form 80 -02 -2373 and under auto
as per form CA 0001, page 2 of 9 attached.
Day Notice For Non-Payment of remium
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
City of Newport Beach
Attn: City Manager
3300 Newport Beach Boulevardv
EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL NI{I XL* K%:X.MAIL
30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
lOYO��YO 7�YYYX
Newport Beach , CA 92658 -0000
_YYyyyK}X�¢lLy-
AUTX REP_ NTATIV
i •
Lability Insurance •
Endorsement
Policy Period SEPTEMBER 30, 1999 TO SEPTEMBER 30, 2000
Effective Date SEPTMVfBER 30,1999
Policy Number 3529 -19-48
Insured METRICOM, ING
Name of Company GREATNORTE3KRN INSURANCE COMPANY
Date Issued SEPTEMBER 30, 1999
This Endorsement applies to the following forms:
GENERAL LIABILITY
The WHO IS INSURED provision is amended to include as an insured any person or organization, but only
with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to
you for the sole purpose of installing and maintaining Miwcell Radios or Wined Access Points.
BUT
No such person or organization is an insured with respect to:
• Any occurrence which takes place after you cease to occupy the premises;
• Structural altemations, new construction, or demolition operations performed by or on behalf of the
person or organization;
• Bodily injury, property damage, advertising injury or personal injury arising out of the sole
negligence of the lessor.
Coverage afforded to the Additional Insured is primary and any other insurance maintained by the Additional
Insured shall be considered excess of this insurance but only in regards to Metricom's operation of Microcell
Radios or Wired Access Points.
We waive any right of recovery we may have against the designated person or organization because of
payments we make for injury or damage arising out of your ongoing operations or done under a contract with
that person or organization and included in the products- completed operations hazard.
In the event that this policy is cancelled, we will provide the additional insured 30 days notice.
All other terms and conditions remain unchanged
Liability Insurance Additional Insured Lessor Cell Site Premises Endorsement last page
Form 80-02 -2373 (Ed. 09-99)
Endorsement Page t
permission of its owner as a teoorary substitute
for a covered "auto" you own that is out of service
because of its:
a.
Breakdown;
b.
Repair;
c.
Servicing;
d.
"Loss "; or
e.
Destruction.
SECTION II— LIABILITY COVERAGE
A. COVERAGE
We will pay all sums an "insured" legally must pay
as damages because of "bodily injury" or "property
damage" to which this insurance applies, caused by
an "accident" and resulting from the ownership,
maintenance or use of a covered "auto."
We will also pay all sums an "insured" legally must
pay as a "covered pollution cost or expense" to which
this insurance applies, caused by an "accident" and
resulting from the ownership, maintenance or use of
covered "autos." However, we will' only pay for the
"covered pollution cost or expense" if there is either
"bodily injury" or "property damage" to which this
insurance applies that is caused by the same "acci-
dent."
We have the right and duty to defend any "insured"
against a "suit" asking for such damages or a "cov-
ered pollution cost or expense." However, we have
no duty to defend any "insured" against a "suit"
seeking damages for "bodily injury" or "property
damage" or a "covered pollution cost or expense" to
which this insurance does not apply. We may inves-
tigate and settle any claim or "suit" as we consider
appropriate. Our duty to defend or settle ends when
the Liability Coverage Limit of Insurance has been
exhausted by payment of judgments or settlements.
1. WHO IS AN INSURED
The following are "insureds ":
a. You for any covered "auto."
b. Anyone else while using with your permission
a covered "auto" you own, hire or borrow
except:
(1) The owner or anyone else from whom
you hire or borrow a covered "auto." This
exception does not apply if the covered
"auto" is a "trailer" connected to a cov-
ered "auto" you own.
(2) Your employee if the covered "auto" is
owned by that employee or a member of
his or her household.
(3) Someone using a covered "auto" while
he or she is working in a business of
selling, servicing, repairing, parking or
storing "autos" unless that business is
yours.
nersTlessee or borrower or any of their
employees, while moving property to or
from a covered "auto."
(5) A partner of yours for a covered "auto
owned by him or her or a member of his
or her household.
c. Anyone liable for the conduct of an "insured"
described above but only to the extent of that
liability.
2. COVERAGE EXTENSIONS
a. Supplementary Payments. In addition to
the Limit of Insurance, we will pay for the
"insured ":
(1) All expenses we incur.
(2) Up to $250 for cost of bail bonds (includ-
ing bonds for related traffic law violations)
required because of an "accident" we
cover. We do not have to furnish these
bonds.
(3) The cost of bonds to release attachments
in any "suit" we defend, but only for bond
amounts within our Limit of Insurance.
(4) All reasonable expenses incurred by the
"insured" at our request, including actual
loss of earning up to $100 a day because
of time off from work.
(5) All costs taxed against the "insured" in
any "suit" we defend.
(6) All interest on the full amount of any
judgment that accrues after entry of the
judgment in any "suit" we defend, but our
duty to pay interest ends when we have
paid, offered to pay or deposited in court
the part of the judgment that is within our
Limit of Insurance.
b. Out -of -State Coverage Extensions.
While a covered "auto" is away from the state
where it is licensed we will:
(1) Increase the Limit of Insurance for Liabil-
ity Coverage to meet the limits specified
by a compulsory or financial responsibil-
ity law of the jurisdiction where the cov-
ered "auto" is being used. This extension
does not apply to the limit or limits spec-
ified by any law governing motor carriers
of passengers or property.
(2) Provide the minimum amounts and types
of other coverages, such as no- fault,
required of out-of -state vehicles by the
jurisdiction where the covered "auto" is
being used.
We will not pay anyone more than once for
the same elements of loss because of these
extensions.
B. EXCLUSIONS
(4) Anyone other than your employees, part- This insurance does not apply to any of the following:
CA 194 (12 -93)
Page 2 of 9 Copyright, Insurance Services Office, Inc, 1993, 1994 CA 00 01 12 93
PRODUCER
ABD Technology
ABD Ins. and Financial Services
301 Island Parkway, Suite 100
Belmont, CA 94002 -4110
Metricom, Inc.
980 University Ave.
Los Gatos, CA 95030
ATE (MMIDD/YY(
10/01/99
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
COMPANY
AThe American Ins.Co. (Firemans Fund)
COMPANY
B
COMPANY
C
COMPANY
D
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
L I TYPE OF INSURANCE POLICY NUMBER I DATE (MM DDIYY(E P ATE MM DDIYY) I LIMITS
;IAL GENERAL LIABILITY
HS MADE D OCCUR
S CONTRACTOR'S PROT
DMOBILE LIABILITY
ANY AUTO
ALL OWNED AUTOS
SCHEDULED AUTOS
HIREDAUTOS
NONOVWEDAUTOS
AGE LIABILITY
ANY AUTO
'SS LIABILITY
UMBRELLA FORM
GENERAL AGGREGATE IS
S ADV
SINGLE LIMIT
DAMAGE
A
WORKERS COMPENSATION AND
I DWC80824129
09/30/99
109/30/00
X I STATUTORY LIMITS
EMPLOYERS' LIABILITY
EACHACCIDENT
E1
OOO
OOO
THE PROPRIETOR/
PARTNERSIEXECUTNE
X
INCL
DISEASE -POLICY LIMIT
Sl
O O O
000
OFFICERS ARE:
EXCL
DISEASE-EACH EMPLOYEE
31
000
000
OTNER
DESCRIPTION OF OPERATIONSILOCA TIONSNEHICLESISPECIAL ITEMS
City of Newport Beach
City Manager
3300 Newport Beach Blvd
Newport Beach, CA 92658
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL
30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY
�' -3/3
A CORD
DATE (MWDDYY)
09/30/98
PRODUCER WSSF
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Woodruff - Sawyer & Co.
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
220 Bush Street, 7th Floor
San Francisco,CA 94104 -0000
COMPANIES AFFORDING COVERAGE
415- 391 -2141
COMPANY
A Chubb/VigilantInsurance Co.
INSURED
COMPANY
Metricom, Inc.
B Chubb/Federal Insurance Co.
980 University Avenue
Los Gatos CA 95032 -2375
COMPANY
C St. Paul Guardian Insurance Co.
COMPANY
D
THIS IS TO
CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW
HAVE
BEEN ISSUED TO THE INSURED
NAMED ABOVE FOR
THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
CO
LTR
TYPE OF INSURANCE
POLICY NUMBER
POUCYEFFECTIVE
DATE(MIWDD/YY)
POUCYEXPIRATION
DATE(MWDD/YY)
LIMITS
GENERAL LIABILITY
GENERAL AGGREGATE
S 1,000,000
COMMERCIAL GENERAL LIABILITY
PRODUCTS- COMP /OP AGG
$ f f
A
�.
CLAIMS MADE �✓ OCCUR
35291948
09/30/98
09/30/99
PERSONAL & ADV INJURY
§
OWNER'S& CONTRACTOR'S PROT
EACH OCCURRENCE
$
FIRE DAMAGE (Any one fire)
$---T1T0U1AffV
MED EXP (Any one person)
$ f
AUTOMOBILE LIABILITY
COMBINED SINGLE LIMIT
S 1,000,000
ANY AUTO
ALL OWNED AUTOS
INJURY
BODILY
§
$
SCHEDULED AUTOS
73164541
09/30/98
09/30/99
(Per person)
-/
❑
HIRED AUTOS
BODILY INJURY
$
FV
NON -OWNED AUTOS
(Per accident)
PROPERTY DAMAGE
$
GARAGE
LIABILITY
AUTO ONLY - EA ACCIDENT
$
ANYAUTO
OTHERTHAN AUTO ONLY :
EACH ACCIDENT
$
AGGREGATE
$
EXCESS LIABILITY
EACH OCCURRENCE
§ 5,000,000
B
V
UMBRELLA FORM
79072375
09/30/98
09/30/99
AGGREGATE
§ 5,000,000
CI
OTHER THAN UMBRELLA FORM
j
WORKERS COMPENSATION AND
`� TORY LIMITS ER1'r
rt }.'Ygs `;;�
EMPLOYERS' LIABILITY
ELFACHAC-
S I,OOo,000
C
THE PROPRIETOR/
❑
INCL
WVA9401217
09/30/98
09/30/99
EL DISEASE - POLICY LIMIT
POLIC
E 1,000,000
PARTNERS/EXE'UTIVE
OFFICERS ARE
EXCL
EL DISEASE - FA EMPLOYEE
$ 1,000,000
THER
DESCRIPTION OF OPERATION&LOCATION3iEHICLMgPECLAL
ITEMS
City of Newport Beach is named additional insured per form #40020004 - Municipality Agreement No. 594.
ay Notice For Non-Payment of reTmum
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED THE
.� VB.EFyORE
EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL KYMMAJL
46
City of Newport Beach
30
Attn: City Manager
DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
3300 Newport Beach Boulevard
Newport Beach, CA 92658 -0000
T RILED REPRESENTATIVE
Loan No:
0 CHUBB & SON 0 19002
440 -02 -0004
Commercial ]Insurance
Coverage
Amendment effective 09/30/98
WHO IS INSURED: THE WHO IS INSURED PROVISION IS AMENDED TO INCLUDE
AS AN ADDITIONAL INSURED THE PERSON OR ORGANIZATION DESIGNATED
BELOW, INCLUDING ELECTED OR APPOINTED MEMBERS, OFFICERS AND EMPLOYEES,
BUT ONLY WITH RESPECT TO THE COMMERCIAL GENERAL LIABILITY PROVIDED
BY THIS POLICY AND ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED
IN CONNECTION WITH THE AGREEMENT FOR WORK PERFORMED BETWEEN THE
NAMED INSURED AND THE PERSON OR ORGANIZATION DESIGNATED BELOW.
INSURED
ANY MUNICIPALITY REQUIRED TO BE NAMED BY ANY CONTRACT OR AGREEMENT,
PROVIDED SUCH CONTRACT OR AGREEMENT IS EXECUTED PRIOR TO ANY LOSS,
AND ONLY AS RESPECTS OPERATIONS OF OR ON BEHALF OF THE NAMED INSURED.
/EEC
P.&. 1 of I
terms and conditions remain unchanged.
isured: METRICOM, INC.
tuber: 3529 19 48
WOODRUFF- SAWYER & CO.
SAN FRANCISCO CA
9
I
rl� C1 F' COUNCIL
MAR I O NT
TO: MAYOR AND CITY COUNCIL MEMBERS
FROM: PUBLIC WORKS DEPARTMENT
SUBJECT: AGREEMENT WITH METRICOM, INC.
RECOMMENDATIONS:
! ��o
March 10, 1997
CITY COUNCIL AGENDA
ITEM NO. 6
C- 3i3�
Approve the attached Agreement with Metricom, Inc. and authorize the Mayor and City
Clerk to execute the Agreement.
DISCUSSION:
Metricom, Inc. is a private company that offers a wireless modem service for computer
• users that subscribe to their service. In order for their system to be effective they need
to install approximately six (6) small radio units per square mile. These units are
designed to be mounted on street light poles. Metricom proposes to install about 100
of these units in the City and compensate the City for the right to place them on City
light poles.
Staff has negotiated an agreement with Metricom with terms similar to those already
approved by numerous cities. The agreement provides for an annual pole connection
fee of $60 per unit plus a user fee of 5% of the monthly charge. This monthly rate is
currently $30. Metricom has indicated that they expect to reach approximately one
percent (1 %) of the population which would result in user fees of about $13,000
annually, plus $6,000 from pole connection fees. Metricom has also agreed to
reimburse the City for staff time and initial costs related to the preparation and
administration of the agreement.
Attached are copies of the agreement as well as other materials describing the
Metricom system. The agreement states that it is non - exclusive, which allows the City
to execute similar agreements if other providers have similar systems that they want to
install in a similar manner, Metricom units would be installed on only 100 of the 6000
light poles in the City so there would be plenty of other opportunities.
0
SUBJECT: AGREEMENT WITH METRICOM, INQ.
March 10, 1997
Page 2
The agreement was reviewed by the Public Works Committee on October 11, 1996.
After the November elections and new committee appointments, it was again reviewed
by the Committee on March 10, 1997.
The installation of the Metricom equipment on light poles in the public right of way will
provide revenue for the City and an alternative to telephone modem connections for
Internet and e-mail users within the City. It is recommended that the City Council
approve this non - exclusive agreement with Metricom, Inc.
Respectfully submitted,
�wx
PUBLIC WORKS DEPARTMENT
Don Webb, Director
by: _&
Richard M. Edmonston
Transportation & Development Services Manager
Attachments
•
•
NEWPORT BEACH
LICENSE AGREEMENT
THIS LICENSE AGREEMENT (the "LICENSE ") is dated as of March 10, 1997 and
entered into by and between the CITY OF NEWPORT BEACH, a California Charter City
and Municipal Corporation (the "City'), and METRICOM, INC., a Delaware corporation
( "Metricom ").
RECITALS
A. CITY OF NEWPORT BEACH owns and operates street light poles along
streets and other public property within the City, and has the authority under its Charter
and State law to regulate the terms and conditions for the attachment of wireless radio
devices to its light poles.
B. Metricom wishes to attach, install, operate, and maintain a wireless digital
communications radio network on City owned street light poles for purposes of operating
its RicochetTM wireless digital communications radio network (the "Network ").
C. The City Council has determined that the attachment of wireless digital
communication radios to City street light poles will not have an adverse aesthetic impact,
will be a public benefit by providing additional options for citizens and visitors access to
communication networks such as e-mail and the internet without cost to the City, and will
not adversely affect the health, safety and welfare of the community.
AGREEMENT
Now, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree to the following covenants, terms,
and conditions:
1. DEFINITIONS. The following definitions shall apply generally to the provisions
of this agreement:
1.1 Agency. "Agency" means any governmental or-quasi- governmental
agency other than the City, including the FCC and the PUC.
1.2 City. "City' means the City of Newport Beach.
1.3 Effective Date. "Effective Date" means the date on which Metricom
hangs its first Radio as provided below or, if later, the date on which
this Agreement is approved by the City Council of Newport Beach
and executed and delivered by the City to Metricom.
1.4 FCC. "FCC' means the Federal Communications Commission.
1
0
1.5 Gross Revenues. "Gross Revenues" means the gross dollar
amount accrued on Metricom's books for Services provided to its
customers with billing addresses in the City, excluding (i) the License
Fee, if any, payable pursuant to 6 4 et seq. below; (ii) local, state, or
federal taxes collected by Metricom that have been billed to the
subscribers and separately stated on subscribers' bills; and
(iii) revenue uncollectible from subscribers (i.e., bad debts) with
billing addresses in the City that was previously included in Gross
Revenues.
1.6 Laws. "Laws' means any and all statutes, constitutions, ordinances,
resolutions, regulations, judicial decisions, rules, tariffs,
administrative orders, certificates, orders, or other requirements of
the City or other governmental agency having joint or several
jurisdiction over the parties to this Agreement, in effect either at the
time of execution of this Agreement or at any time during the
presence of Radios installed on City street light poles.
1.7 Metricom. "Metricom" means Metricom, Inc., a corporation duly
organized and existing under the laws of the State of Delaware
authorized to do business in the State of California, and its lawful
successors, assigns, and transferees.
1.8 PUC. "PUC" means the California Public Utilities Commission
1.9 License. "License" means this nonexclusive License Agreement
1.10 Person. "Person" means an individual, a corporation, a limited
liability company, a general or limited partnership, a sole
proprietorship, a joint venture, a business trust, or any other form of
business entity or association.
1.11 Provision. "Provision" means any agreement, clause, condition,
covenant, qualification, restriction, reservation, term, or other
stipulation in this Agreement that defines or otherwise controls,
establishes, or limits the performance required or permitted by any
Party to this Agreement. All Provisions, whether covenants or
conditions, shall be deemed to be both covenants and conditions.
1.12 Public Right of Way. "Public Right of Way" means in, upon, above,
along, across, and over the public streets, roads, lanes, courts,
ways, alleys, boulevards, and places, including all public utility
easements and public service easements as the same now or may
hereafter exist that are under the jurisdiction of the City. This term
shall not include any property owned by any Person or Agency other
'r:
E
0
than the City, except as provided by applicable Laws or pursuant to
an agreement between the City and any such Person or Agency.
1.13 Radio Month. "Radio Month" a calendar month during which a
Radio occupies space on a City -owned pole or other City -owned
property, even if such occupancy is less than the entire month.
1.14 Radio. 'Radio" means that wireless radio equipment utilizing
Ricochet technology, whether referred to singly or collectively,
certified by the FCC to be installed and operated by Metricom and
more particularly depicted in Exhibit A to this Agreement
1.15 RicochetTM. "RicochetTm" or "RicochetTm MCDN" means Ricochet TM
MicroCellular Digital Network, a wireless, microcellular digital radio
communications network owned and operated by Metricom.
1.16 Services. "Services" means the Ricochet wireless digital
communications services provided through Radios by Metricom to
subscribers with billing addresses within the City.
2. TERM. The term of this Agreement shall commence on the Effective Date
and shall expire on the date which completes five (5) years after the Effective Date,
unless it is earlier terminated by either party in accordance with the provisions herein.
The term of this Agreement may be renewed automatically for two (2) successive terms of
five (5) years each, unless either Metricom or the City notifies the other party of its
intention not to renew not less than thirty (30) calendar days prior to commencement of
the relevant renewal term. Each renewal shall be made on the same terms and
conditions as set forth herein, except that the Annual Fee shall be subject to adjustment
as provided in §_4 below.
3. SCOPE of LICENSE. Any and all rights expressly granted to Metricom under
this Agreement, which shall be exercised at Metricom's sole cost and expense, shall be
subject to the prior and continuing right of the City under applicable Laws to use City
street light poles exclusively or concurrently with any other Person or Persons and shall
be further subject to all deeds, easements, dedications, conditions, covenants,
restrictions, encumbrances, and claims of title which may affect the Public Right of Way.
Nothing in this Agreement shall be deemed to grant, convey, create, or vest in Metricom a
perpetual real property interest in land, including any fee, leasehold interest, or easement.
3.1 Attachment to City -Owned Property. The City hereby authorizes
Metricom to attach, install, operate, maintain, remove, reattach,
reinstall, relocate, and replace Radios in or on City street light poles,
or similar lighting fixtures, to provide Services to Persons located
within or without the limits of the City.
3
0 0
3.2 Attachment to Third -Party Property. Subject to obtaining the
permission of the owner(s) of the affected property, the City agrees
to permit Metricom, to the extent necessary, to attach, install,
operate, maintain, remove, reattach, reinstall, relocate, and replace
such number of Radios in or on poles or other structures owned by
other public utility companies, including SCE, or other property
owners located within the Public Right of Way as may be permitted
by the public utility company or property owner, as the case may be.
Metricom shall furnish to the City documentation of such permission
from the individual utility or property owner responsible. However,
Metricom agrees to use City street light poles wherever possible.
3.3 No Interference. Except as permitted by applicable Laws,
Metricom in the performance and exercise of its rights and
obligations under this Agreement shall not interfere in any manner
with the existence and operation of City street light poles or any
public and private rights -of -way, sanitary sewers, water mains, storm
drains, gas mains, poles, aerial and underground electrical and
telephone wires, electroliers, cable television, and other
telecommunications, utility, or municipal property, without the
express written approval of the owner or owners of the affected
property or properties.
3.4 Compliance with Laws. Metricom shall comply with all applicable
Laws in the exercise and performance of its rights and obligations
under this Agreement.
3.4.1 Construction Permits. Any and all construction work
performed pursuant to the rights granted under this
Agreement, including the installation, operation, maintenance,
location, and attachment of the Radios shall be subject to the
prior review and approval of City Public Works Department by
means of submission of an encroachment permit application,
payment of any applicable permitting fees, and the City's
ordinary administrative review. The locations of Metricom's
planned initial installation of Radios shall be identified as part
of Metricom's application for an encroachment permit under
this Section. The City reserves the right to refuse attachment
to certain street light poles if necessary for aesthetic, or safety
reasons. Metricom agrees to apply for and obtain all
appropriate permits required by applicable Laws prior to the
commencement of any work of in the Public Right of Way.
After the initial deployment of the Radios, new attachments,
removals, and relocations of Radios shall also be subject to
the City's permitting process. If the location of any Radio is
different from that applied for in the applicable permit, the
4
location of such Radio installed by Metricom or its designee
shall be disclosed in writing to the City by Metricom within ten
(10) days after its installation, removal, or relocation.
3.4.2 As -Built Drawings. Upon the completion of construction
work, Metricom promptly shall furnish to the City, in hard copy
and in Metricom's electronic format, suitable documentation
showing the exact location of the Radios in the Public.
3.5 Modification of Service Voltage. The City reserves the right to
modify the service voltage delivered to or at any street light pole or
utility pole on which a Radio may be located. Metricom shall replace
or modify any Radio that will be affected by such voltage
modifications within thirty (30) days of receiving notice of voltage
modifications. In the event that Metricom fails to replace or modify
any Radio within the thirty-day notice period before the voltage
modification, the City may disconnect any such Radio until Metricom
performs and completes the necessary work and advises City
accordingly.
3.6 Annual Business License. Metricom agrees to obtain an annual
City business license prior to the Effective Date and maintain the
same throughout the term of this Agreement.
4. FEES AND TAXES. Metricom shall be solely responsible for the payment of all
lawful Fees and utility charges in connection with the exercise of Metricom's rights under
this Agreement, including those set forth below. In consideration for this License,
Metricom agrees to pay the City the following compensation:
4.1 License Fee. An amount equal to five percent (5 %) of Metricom's
Gross Revenues ( "License Fee ") which amount shall be remitted to
the City as follows: (a) The License Fee shall be due on or before
the forty -fifth (45th) day after the end of each calendar quarter. (b) If
License Fee is not paid by Metricom when due, then in addition to
the License Fee, Metricom shall pay a late payment penalty in an
amount equal ten percent (10 %) of the Fee that was not timely paid.
If Metricom fails to pay delinquent fees within thirty days (30) of the
date due, Metricom shall pay a second late payment penalty in an
amount equal ten percent (10 %)of the Fee outstanding after such
thirty day period. The second late payment penalty shall be in
addition to the first late payment penalty, In addition, Metricom shall
pay interest on all unpaid Fees at the rate of ten percent (10 %) per
annum or the legal rate allowed, whichever is less, from the date the
Fees were due and payable to the date actually paid. Metricom will
be responsible for all billing and collection from all its customer
accounts. (c) Metricom shall furnish to the City with each payment of
0 0
the License Fee a statement, executed by an authorized officer of
Metricom or his or her designee, showing the amount of Gross
Revenues for the period covered by the payment. If Metricom
discovers that it has failed to pay the entire or correct amount of the
License Fee, Metricom shall pay the difference to the City or make
such other adjustment within fifteen (15) days of discovery of the
error or determination of the correct amount. Any overpayment to
the City through error or otherwise may, upon prior approval of City
be offset against the next payment due from Metricom. Acceptance
by the City of any payment due under this section shall not be
deemed to be a waiver by the City of any breach of this Agreement
occurring prior thereto, nor shall the acceptance by the City of any
such payments preclude the City from later establishing that a larger
amount was actually due or collecting any balance due to the City.
4.1.1 Accounting and Audit. Metricom shall keep accurate books
of account at its principal office in Los Gatos or such other
location of its choosing for the purpose of determining the
amounts due to the City. The City may inspect Metricom's
books of account at any time during regular business hours
on five (5) days' prior written notice and may audit the books
from time to time, but in each case only to the extent
necessary to confirm the accuracy of payments due under
this Agreement. The City shall bear the cost of any such
audit, unless such audit reveals an underpayment to the City
of more than five percent (5 %) of the License Fee which was
due to the City for such calendar year. Once each calendar
year the City may require an annual report from Metricom
relating to its operations and revenues within the City. To the
extent authorized by law, City agrees to hold in confidence
any non - public information it learns from Metricom.
4.2 Annual Fee. In addition to the License Fee, Metricom shall pay an
annual fee (the "Annual Fee') in the amount of Sixty Dollars ($60.00)
for each City -owned street light pole or other similar structure upon
which a Radio has been installed pursuant to this Agreement. The
initial Annual Fee shall be due and payable not later than the date of
installation of the first Radio on City -owned poles or other City -
owned property under this Agreement (the "Installation Date') and
shall be computed based upon the number of Radios Metricom
estimates as of the Installation Date that it will install on City -owned
poles or other City-owned property during the succeeding twelve (12)
months. The Annual Fee for subsequent years shall be due and
payable not later than thirty (30) days following each anniversary of
the Installation Date and shall equal the total number of Radios then
• •
installed on City -owned poles or other City -owned property pursuant
to this Agreement multiplied by the Annual Fee, adjusted for the Prior
Year Adjustment, as described immediately below. The Prior Year
Adjustment shall either increase or decrease a subsequent year's
aggregate Annual Fee to account for the installation or removal of
Radios during the prior year, and shall equal the difference between
(i) the total number of Radios used to calculate the prior year's
aggregate Annual Fee multiplied by twelve (12) and (ii) the actual
number of Radio Months which occurred during such year, multiplied
by one - twelfth of the Annual Fee.
4.2.1 CPI Adjustment. At the commencement of each renewal
term, the Annual Fee with respect to such term shall be
adjusted effective January 1st of the first year of such renewal
term by a percentage amount equal to the percentage change
in the U.S. Department of Labor, Bureau of Labor Statistics,
Consumer Price Index of all items, Base 1982 -1984, which
occurred during the previous term or renewal term, as the
case may be, for the Los Angeles- Anaheim - Riverside
Consolidated Metropolitan Statistical Area.
4.3 RicochetTm Tradeout Option. Notwithstanding anything to the
contrary in this Agreement, the City shall have the right to elect to
receive one of the following tradeouts in lieu of the amount of the
Annual Fee specified in connection with each such tradeout option:
(a) up to fifty (50) subscriptions to use Metricom's RicochetTm
Services in the City for so long as Metricom maintains Radios
in use in the ratio specified below of City owned poles or other
City owned property pursuant to this Agreement. Such option
may be exercised by City in increments of one (1)
subscription in lieu of the Annual Fee for one (1) Radio.
Metricom shall provide such subscriptions at such time as
Metricom is providing Services in the City, provided that prior
to such service date City shall not be entitled to receive the
Annual Fee or other compensation in lieu thereof. Metricom
will not be required to pay the Annual Fee for the number of
Radios installed on City owned poles or other City owned
property equal to the number of subscriptions the City elects
to receive as provided above. The number of Radios installed
on City owned poles or other City owned property in excess of
the number of subscriptions the City elects to receive shall be
subject to the Annual Fee. City's use of the subscriptions
shall be subject to Metricom's standard Ricochet""' Service
terms and conditions. City shall be required to purchase at its
VA
0 0
sole cost and expense any equipment and software required
to use the RicochetTM Service; or
(b) up to twenty (20) subscriptions to use Metricom's RicochetTM
Services and the use of up to twenty (20) Metricom modems,
for so long as Metricom maintains Radios in use on the
appropriate number of City owned poles or other City owned
property pursuant to this Agreement. Such option may be
exercised by City in increments of two (2) subscriptions and
two (2) modems in lieu of Annual Fees for five (5) Radios.
Metricom shall provide such subscriptions and equipment at
such time as Metricom is providing commercial service in the
City, provided that prior to such service date City shall not be
entitled to receive the Annual Fee or other compensation in
lieu thereof. The number of Radios installed on City -owned
poles or other City -owned property in excess of the number of
subscriptions /modems the City elects to receive shall be
subject to the Annual Fee. City's use of the modems and
subscriptions shall be subject to the standard terms and
conditions set forth in the terms and conditions packaged with
the modems. City shall be required to return to Metricom any
equipment provided to City upon termination of any free
subscriptions in good condition, ordinary wear and tear
excepted.
4.3.1 Timing of City's Election. City shall be required to make an
election under this Section within thirty (30) days of the
Effective Date, or each anniversary of the Effective Date, as
the case may be. Such election shall be applicable for the
longer of either the following one year period or until a
subsequent election is made in accordance with the previous
sentence.
4.3.2 License Restrictions. City shall use all subscriptions and
equipment provided pursuant to this Section solely for its own
use and shall not be entitled to resell, distribute, or otherwise
permit the use of the same by any other party.
91
• •
4.4 Reimbursement of City's Expenses. Metricom shall reimburse
the City at City's standard rates for all reasonable expenses relating
to the preparation, issuance, and implementation of this Agreement,
promptly upon receipt of bills, paid invoices, and such other
documentation as Metricom shall reasonably require. The
reimbursement provided for in this Section shall not replace or
excuse Metricom from the payment of any applicable City permit fee
for work undertaken in connection with this Agreement.
4.5 Most - Favored Nation Clause. Should Metricom after the parties'
execution and delivery of this Agreement enter into a similar
agreement with another municipality of the same size or smaller than
the City in the Los Angeles Metropolitan Statistical Area which
agreement contains financial benefits for such municipality which are
substantially superior to those in this Agreement City shall have the
right to request that Metricom modify this Agreement to incorporate
the same or substantially similar superior benefits.
5. REMOVAL AND RELOCATION OF RADIOS. Metricom understands and
acknowledges that City may require Metricom to relocate one or more of its Radios, and
Metricom shall at City's direction relocate such Radios at Metricom's sole cost and
expense, whenever City reasonably determines that the relocation is needed for any of
the following purposes: (a) to facilitate or accommodate the construction, completion,
repair, relocation, or maintenance of a City project; (b) because the Radio is interfering
with or adversely affecting proper operation of City light poles, traffic signals, or other City
facilities; (c) to protect or preserve the public health, safety, or welfare; or (d) a bonafide
request from competitors or other businesses for same or similar installations on City of
Newport Beach street light poles which, in the opinion of the City of Newport Beach would
result in visual blight or other adverse public effects. If Metricom shall fail to relocate any
Radios as requested by the City in accordance with the foregoing provision, City shall be
entitled to relocate the Radios at Metricom's sole cost and expense, without further notice
to Metricom.
5.1 Metricom Desires Relocation. In the event Metricom desires to
relocate any Radios from one City-owned pole or other property to
another City-owned pole or other property, Metricom shall so advise
City. City will use its best efforts to accommodate Metricom by
making another functionally equivalent City-owned pole or other
property available for use in accordance with and subject to the
terms and conditions of this Agreement.
M
5.2 Discontinuation of Service. Metricom agrees to keep the Radios in
good, safe and operating condition. If any Radio subject to this
Agreement is abandoned and no longer placed in service for a
period -of six (6) months or more, Metricom promptly shall notify the
City, and Metricom shall remove the abandoned Radio(s) at
Metricom's sole cost and expense. If Metricom shall fail to remove
the Radios as required, the City shall be entitled to remove the
Radios at Metricom's sole cost and expense.
5.3 Damage to Right -of -Way. Whenever the removal or relocation of
Radios is required under this Agreement, and such removal or
relocation shall cause the Public Right of Way to be damaged,
Metricom, at its sole cost and expense, shall promptly repair and
return the Public Right of Way in which the Radios are located to a
safe and satisfactory condition to the satisfaction of the City's
Director of Public Works. If Metricom does not repair the site as just
described, then the City shall have the option, upon fifteen (15) days'
prior written notice to Metricom, to perform or cause to be performed
such reasonable and necessary work on behalf of Metricom and to
charge Metricom for the proposed costs to be incurred or the actual
costs incurred by the City at City's standard rates. Upon the receipt
of a demand for payment by the City, Metricom shall reimburse the
City for such costs.
6. INDEMNIFICATION, WAIVER, AND BOND. Metricom agrees to Indemnify, defend
(with counsel reasonably acceptable to the City), protect, and hold harmless the City, its
council members, officers, employees, and agents from and against any and all claims,
demands, losses, damages, liabilities, fines, charges, penalties, administrative and
judicial proceedings and orders, judgments, remedial actions of any kind, all costs and
cleanup actions of any kind, and all costs and expenses incurred in connection therewith,
including reasonable attorney's fees and costs of defense (collectively, the "Losses ")
arising, directly or indirectly, in whole or in part, out of the activities or facilities described
in this Agreement, except to the extent arising from or caused by the negligence or willful
misconduct of the City, its council members, officers, employees, agents, or contractors.
6.1 Waiver of Breach. The waiver by the City of any breach or violation
of any Provision of this Agreement by Metricom shall not be deemed
to be a waiver or a continuing waiver by the City of any subsequent
breach or violation of the same or any other Provision of this
Agreement by Metricom.
6.2 Waiver of Claims. Metricom waives any and all claims, demands,
causes of action, and rights it may assert against the City on account
of any loss, damage, or injury to any Radio or any loss or
degradation of the Services as a result of a sudden or gradual loss
or change of electrical power caused by, among others events, an
10
9 0
Act of God, an event or occurrence which is beyond the reasonable
control of the City, a power outage, a lightning strike, or occasioned
by the installation, maintenance, replacement or relocation of any
City -owned facility to which such Radio is attached.
6.3 Limitation of City's Liability. The City shall be liable only for the
cost of repair to damaged Radios arising from the negligence or
willful misconduct of City or its employees or agents, and the City
shall not be responsible for any damages, losses, or liability of any
kind occurring by reason of anything done or omitted to be done by
the City or by any third party, including damages, losses, or liability
arising from the issuance or approval by the City of a permit to any
third party or any interruption in Services.
6.4 Bond or Other Security. Prior to the commencement of any work
under this Agreement Metricom shall furnish or cause to be furnished
to City a good and sufficient bond, in a form to be approved by the
City entitled Surety Bond, in the amount of Two Thousand Five
Hundred Dollars ($2,500), or such other comparable security
instrument as may be approved by the City's attorney or risk
manager, securing the faithful performance by Metricom of all of the
work, construction, installation, and removals required to be
performed by Metricom under this Agreement within the time periods
set forth hereunder.
7. INSURANCE. Metricom shall obtain and maintain at all times during the term
of this Agreement (including the period between the expiration hereof and Metricom's
removal of its Radios or other equipment from the Public Right of Way) comprehensive
general liability insurance and comprehensive automobile liability insurance protecting
Metricom in an amount not less than One Million Dollars ($1,000,000) per occurrence
(combined single limit), including bodily injury and property damage, or if in the
aggregate, an amount not less than Two Million Dollars ($2,000,000),. Such insurance
policies shall name the City, its council members, officers, employees, and agents as
additional insureds as respects any liability arising out of Metricom's performance of work
under this Agreement. Coverage shall be provided in accordance with the limits specified
and the Provisions indicated herein. Claims -made policies are not acceptable. When an
umbrella or excess coverage is in effect, coverage shall be provided in following form.
Such insurance shall not be canceled or materially altered to reduce coverage until the
City has received at least thirty (30) days' advance written notice of such cancellation or
change. Metricom shall be responsible for notifying the City of such change or
cancellation.
7.1 Filing of Certificates and Endorsements. Prior to the
commencement of any work pursuant to this Agreement, Metricom
shall file with the City the required original certificate(s) of insurance
11
with endorsements, subject to the City's prior approval, which shall
clearly state all of the following:
(a) policy number; name of insurance company; name, address,
and telephone number of the agent or authorized
representative; name, address, and telephone number of
insured; project name and address; policy expiration date;
and specific coverage amounts;
(b) that thirty (30) days' prior notice of cancellation is unqualified
as to the acceptance of liability for failure to notify the City;
and
(c) that Metricom's insurance is primary as respects any other
valid or collectible insurance that the City may possess,
including any self- insured retentions the City may have; and
any other insurance the City does possess shall be
considered excess insurance only and shall not be required to
contribute with this insurance.
The certificate(s) of insurance with endorsements and notices shall be mailed to
the City as the address specified in this Agreement.
7.2 Workers' Compensation Insurance. Metricom shall obtain and
maintain at all times during the term or any renewal term of this
Agreement statutory workers' compensation and employer's liability
insurance in an amount not less than Five Hundred Thousand
Dollars ($500,000) or such other amounts as required by Califomia
law, and shall furnish the City with a certificate showing proof of such
coverage.
7.3 Insurer Criteria. Any insurance provider of Metricom shall be
admitted and authorized to do business in Califomia and shall be
rated at least A:X in A.M. Best & Company's Insurance Guide.
Insurance policies and certificates issued by non - admitted insurance
companies are not acceptable.
7.4 Severability of Interest. Prior to the execution of this Agreement,
any deductibles or self- insured retentions must be stated on the
certificate(s) of insurance, which shall be sent to and approved by
the City. "Cross liability," "severability of interest," or "separation of
insureds" clauses shall be made a part of the comprehensive
general liability and comprehensive automobile liability policies.
12
0 0
7.5 Contractors' and Subcontractors' Insurance. Metricom shall
require that all contractors and subcontractors obtain insurance
meeting the criteria set forth herein and shall furnish to the City
copies of all certificates evidencing such policies of insurance.
7.6 Insurance and Indemnification Obligation. Metricom's
compliance with the insurance requirements herein shall not excuse,
replace, or otherwise affect Metricom's duty to indemnify and defend
the City pursuant to this Agreement.
8. NOTICES. All notices which shall or may be given pursuant to this
Agreement shall be in writing and delivered personally or transmitted (a) through the
United States mail, by registered or certified mail, postage prepaid; (b) by means of
prepaid overnight delivery service; or (c) by facsimile transmission, if a hard copy of the
same is followed by delivery through the U. S. mail or by overnight delivery service as just
described, addressed as follows:
if to the City:
CITY OF Newport Beach
Attn: Kevin Murphy, City Manager
3300 Newport Beach Boulevard
Newport Beach, CA 92658 -8915
if to Metricom:
METRICOM, INC.
Attn: Property Manager
980 University Avenue
Los Gatos, CA 95030
Notices shall be deemed given upon receipt in the case of personal delivery, three
(3) days after deposit in the mail, or the next day in the case of overnight delivery. Either
party may from time to time designate any other address for this purpose by written notice
to the other party delivered in the manner set forth above.
9. TERMINATION. This Agreement may be terminated by either party upon thirty
(30) days' prior written notice to the other party upon a default of any material covenant or
term hereof by such other party, which default is not cured within thirty (30) days of
receipt of written notice of default (or, if such default is not curable within thirty (30) days,
if the defaulting parry fails to commence such cure within thirty (30) days or fails thereafter
diligently to prosecute such cure to completion), provided that the cure period for any
monetary default shall be ten (10) days from receipt of notice. As used in this section, the
13
• •
term default shall include, but not be limited to, Metricom's failure (i) to comply with the
restrictions established in §3, (ii) timely to pay any sums owing to the City under §4, and
(iii) to maintain, deploy, relocate, or remove its Radios as required
10. ASSIGNMENT. This Agreement shall not be assigned by Metricom without
the express written consent of the City, which consent shall not be unreasonably
withheld, conditioned, or delayed. Any attempted assignment in violation of this Section
shall be void. Notwithstanding the foregoing, the transfer of the rights and obligations of
Metricom hereunder to a parent, subsidiary, or financially viable affiliate of Metricom or to
any successor -in- interest or entity acquiring all or substantially all of Metricom's
outstanding voting stock or assets shall not be deemed an assignment or transfer for the
purposes of this Agreement, provided that (i) any such transferee will have a financial
strength after the proposed transfer at least equal to that of Metricom prior to the transfer,
(ii) any such transferee assumes all the obligations of Metricom hereunder, and
(iii) Metricom shall not be released from the obligations of this Agreement by virtue of
such transfer. If such criteria are satisfied, it shall not be deemed reasonable for the City
to withhold its consent to the proposed transfer, unless the proposed transferee has a
record of performance under similar agreements which is unacceptable to the City under
a reasonable standard of evaluation. Lack of prior specific experience in administering a
system providing the Services described in this Agreement shall not, by itself, be deemed
a reasonable basis for refusing or conditioning the City's consent. Metricom shall give to
the City thirty (30) days' prior written notice of any proposed transfer. In the case of any
proposed transfer for which the City's consent is required hereunder, Metricom agrees to
reimburse the City for its reasonable expenses incurred in reviewing such transfer
proposal.
11. MISCELLANEOUS PROVISIONS. The provisions which follow shall apply
generally to the obligations of the parties under this Agreement
11.1 Nonexclusive Use. Metricom understands that this Agreement
does not provide Metricom with exclusive use of any City -owned
poles or property and that City shall have the right to permit other
providers of telecommunications services to install equipment or
devices in the Public Right of Way; however, City shall endeavor
promptly to notify Metricom of the receipt of a proposal for the
installation of communications equipment or devices on City's utility
street light poles, regardless of whether a license is required by the
FCC for the operation thereof.
11.2 Amendment of Agreement. This Agreement may not be amended
except pursuant to a written instrument signed by both parties .
11.3 Severability of Provisions. If any one or more of the Provisions of
this Agreement shall be held by court of competent jurisdiction in a
final judicial action to be void, voidable, or unenforceable, such
Provision(s) shall be deemed severable from the remaining
14
0 0
Provisions of this Agreement and shall in no way affect the validity of
the remaining portions of this Agreement.
11.4 All -Hours Contact. Metricom shall be available to the staff
employees of any City department having jurisdiction over
Metricom's activities twenty -four (24) hours a day, seven (7) days a
week, regarding problems or complaints resulting from the
attachment, installation, operation, maintenance, or removal of the
Radios. The City may contact by telephone the network control
center operator at telephone number (800) 556 -6123 regarding such
problems or complaints.
11.5 Governing Law; Jurisdiction. This Agreement shall be governed
and construed by and in accordance with the laws of the State of
Califomia. In the event that suit is brought by a party to this
Agreement, the parties agree that trial of such action shall be vested
exclusively in the state courts of California, County of Orange, or in
the United States District Court, Central District of California in the
County of Orange.
11.6 Attorneys' Fees. Should any dispute arising out of this Agreement
lead to litigation, the prevailing party shall be entitled to recover its
costs of suit, including reasonable attorneys' fees.
11.7 Exhibits. All exhibits referred to in this Agreement and any
addenda, attachments, and schedules which may from time to time
be referred to in any duly executed amendment to this Agreement
are by such reference incorporated into Agreement and shall be
deemed a part of this Agreement.
11.8 Successors and Assigns. This Agreement is binding upon the
successors and assigns of the parties hereto.
11.9 Rules, Regulations, and Specifications. Metricom acknowledges
that the City may develop rules, regulations, and specifications,
including a general ordinance or other regulation governing wireless
telecommunications in the City for the attachment, installation, and
removal of Radios and any similar purpose devices on the City -
owned facilities, including poles, and that such Regulations, when
finalized, shall govern Metricom's activities hereunder as if they had
been in effect at the time this Agreement was executed by the City;
provided, however, that in no event shall such Regulations materially
interfere with or affect Metricom's right to install Radios or Metricom's
ability to transmit or receive radio signals from Radios installed
pursuant to and in accordance with this Agreement or materially
increase Metricom's obligations hereunder.
15
0 •
11.10 Advice of Displacement. To the extent the City has actual
knowledge thereof, the City will attempt to inform Metricom of the
displacement of any pole on which any Radio is located.
11.11 Consent Criteria. In any case where the approval or consent of one
party hereto is required, requested or otherwise to be given under
this Agreement, such party shall not unreasonably delay, condition,
or withhold its approval or consent.
11.12 Entire Agreement. This Agreement contains the entire
understanding between the parties with respect to the subject matter
herein. There are no representations, agreements, or
understandings (whether oral or written) between or among the
parties relating to the subject matter of this Agreement which are not
fully expressed herein.
IN WITNESS WHEREOF the parties have executed this Agreement as of the date
first above written.
City: CITY OF NEWPORT BEACH, a California municipal corporation
M
Its:
Metricom: METRICOM, INC., a Delaw a corporation
By:
Williawt D w. vu t,
(name typed]
Its: 0, n ie f Timg.-t.c Al 0+fitc y
F AcatXdebbie\ag\metdoom.doc
0 &19-97
16
v
.
i
+
� 4 u
J
W
t
t' y
� � .AF> o- �� W y' 1M �i,�v •.i� � A
no
A y yl � � 4. ° P tri� �•..
Y {
R }+ m� +• �'x i J � �. T a x¢"��1. y, QpT >. pdi �+MS
Y
a
f
Ricochet
•Bringing You A World
Without Wires
•
•
I I'
The Ricochet wireless gateway service allows
subscribers to maximize their productivity when
they're away from the office. Subscribers get all
the benefits of wired phone modem performance
— without the wires, including the ability to:
• check e-mail remotely
• send faxes
• access the Internet
• communicate peer -to -peer
• check prices and product information
• check inventory
• access LANs
• place purchase orders
• access online services
• The fast, affordable
wireless gateway service
for mobile professionals
Tday's office extends
beyond walls. People are on the
move. They're working at
home, at libraries, at customer
sites, in hotel rooms and
airports. But to work effectively,
mobile employees need to be
able to access information easily
—without being tethered to a
phone jack. With the Ricochet
wireless data service, mobile
professionals don't tie up the
phone lines at a customer site,
or deal with the complication
and expense of connecting
through a hotel telephone
switchboard.
Ricochet turns any computer
into a virtual office by connecting
subscribers to the vital information
they need. The Ricochet wireless
modem plugs directly into a
desktop, laptop or PDA and con-
nects subscribers to the network,
giving them access to their
corporate databases, files, and
on -line information. Wherever
they are. Whenever they need it.
n
•
0
Ricochet
Flexible Network
The Ricochet service operates
over Metricom's Ricochet
wireless network which sends
data packets across a network of
intelligent radio nodes.
The network operates in the
license -free (902 -928 MHz)
portion of the radio spectrum
and employs a unique patented
mesh network technology.
Easily deployed pole top
radios form the building blocks
for the network This flexible
technology means that the
Ricochet service can be expanded
or changed to meet business
productivity requirements.
Fast
Ricochet transmits data five
to ten times faster than other
wireless data communications
services, with user throughput
of up to 28.8 kbps.
Affordable
Ricochet is the lowest cost
wireless data service available.
One flat monthly rate includes
unlimited Internet usage.
The unique architecture of
the Ricochet network enables
Metricom to offer this technology
at such an affordable price.
0 0
Because the intelligent pole top
radios are small and inexpensive,
Metricom can easily deploy the
network on existing pole tops
and buildings, without buying
real estate or erecting costly
towers.
Compatible
The Ricochet network imple-
ments the industry standard AT
command set as well as SLIP
and PPP for direct access to the
Internet or any private TCP /IP
based LAN.
Ricochet's wireless modem is
compatible with all Apple, MS-
DOS, and IBM platforms and
the growing number of PDA
devices such as Applee
Newtori and HP IOOLXnv.
And, the Ricochet wireless
modem works with most existing
software — simply connect the
modem by cable to a computer
or PDA serial port to read and
send e-mail, access on -line services
for research, trade stock, or surf
the Net.
Private
With the Ricochet service, data
transmission is private because
of the utilization of spread
spectrum technology. Ricochet's
innovative frequency- hopping
network technology uses data
packets transmitted at low
power on randomly selected
channels throughout the
license -free band of the radio
spectrum.
Proven Technology
Metricom's Ricochet wireless
technology has already
proven itself in the electric
utility industry. Metricom's
UtfliNet- data network has set
new standards in cost - effective
wireless solutions for the
sophisticated communication
needs of utility and industrial
companies.
UtiliNet, and Metricom are registered trademarks, and Ricochet is a trademark of Metricom, Inc. All other trademarks are the property of their
respective owners. FS 1195
Product Specifications
Modem
Size:
7 5/8" x 2 3/8" x 5/8"
weight:
13 ounces
Battery
NiMH 6 hours typical life,
depending on usage. One battery
included with modem.
AC Adapter
100- 125VAC, 50 -BDH2, 0.22A
Serial Connection
RS -232
Serial Protocols
AT, PPP, SLIP, Star Mode
Speed
User throughput of up to 28.8
kbps depending upon software,
hardware, and applications used,
100 kbps raw RF data rate, serial
port selectable from 1200 bps to
115.2 kbps.
Compatibility
IBM PC and MS -DOS compati-
ble, Apple Macintosh desktop,
PowerBook- and Newton, and
PDA's with serial ports. One serial
cable included with modem.
Ricochet Service
Cost
Flat -rate monthly fee is based on
desired features, includes unlimited
Internet usage.
Coverage
Extended campuses, surrounding
neighborhoods, and greater
metropolitan regions.
Accessories
Spare battery
Desktop recharges
Serial cable for either Mac or PC
Replacement antenna
FCC Approval
The Ricochet wireless modem is
FCC certified and complies with
Part 15 of the FCC rules.
�� Metricom,
Metricom. Inc.
980 University Avenue
Los Gatos, California 95030 -2375
Tel. 800-434 -4460
www.ricochet.net
infoOricochel.net
0
icochet: Safety First
etricom's innovative Ricochet service is based
on an interconnected mesh network architecture
that transmits digital packets of data across a
wireless network of intelligent "poletop" radios
attached to buildings, streetlights and utility
poles. Typical spacing between radios is
approximately a quarter to a half mile; each radio
in the network can originate messages, and send and
receive information.
Metricom's poletop radios have undergone testing
by an independent third party to ensure that they
meet current and proposed emission standards.
The poletops operate at less than one watt of
power at a frequency of 902 -928 MHz.
According to a February 1995 report by Inchcape
Testing Services of Belmont, California, the
levels of RF energy emitted by the Metricom
poletops were substantially below the recom-
mended levels of exposure delineated by ANSI
standard C95.1.
The ANSI standard imposes a maximum power
density limit of 610,000 x 10-6 measured as
isW /cm2. Ricochet devices registered a reading
34 x 10 -6 mW /cm2 in this test.
•
E
The Metricom poletop radios are certified to
meet stringent FCC requirements. The RF
energy emitted from a baby monitor, at a one
foot distance, is almost twice that of a Metricom
Network radio at 50 feet; the typical distance of
any Metricom Network radio to a nearby house
is 50 -100 feet (the energy of a radio wave
decreases with the distance from the source).
All of Metricom's products and services have
been designed with the safety of customers in
mind. The company remains committed to
maintaining this high level of safety in the
future by ensuring that its network devices
comply with any revisions to the current
standard, particularly as the results of new
research studies come to light.
Metricom is a registered trademark and Ricochet is a trademark of Metricom, Inc.
• •
900
x104
(RF Emissions)
64
34
Metricom Baby Cordless Garage
Poletop Monitor Telephone Door
Radio Opener
Third parry testing indicates that the radio frequency (RF) energy emitted by the transmitters and modems used in
Metricom's Ricochet wireless network are substantially below established safety levels.
Over the last few years, there has been a
dramatic increase in the use of wireless
communications throughout business and
industry. The most prominent example, of
course, has been the cellular telephone. But
many other applications —such as wireless data
networking, for example —are increasing in use
as mobile computing and remote access
technology come of age.
In the cellular telephone arena, public concern has
arisen regarding the radiation that fixed structures
such as radio and broadcast towers emit, and the
effects this radiation could potentially have on
users over an extended period of time. The
principal issues focus on the distribution of power
and radio frequencies (RFs) that are absorbed by
persons with sustained exposure to such
structures. As one would expect, these health and
safety concerns are now also being extended to
today's increasing number of wireless data
networking services and applications.
Ricochet, a subscriber -based wireless data
communications service offered by Metricom,
Inc., is one of the most prominent emerging
networks that fits this description. All studies
and testing to date conclude that Metricom's
network poletop radios are substantially below
the limits set by current RF emission standards,
providing users with safe wireless data
communications solutions.
Today's and Tomorrow's Standards
Among others, the Food and Drug- Admin-
istration (FDA), the Federal Communications
Commission (FCC) and the Enviromental
Protection Agency (EPA) regularly give their
attention to RF emission issues. Today, reports
are inconclusive that wireless radio frequencies
pose significant health risks to users.
Meanwhile, the industry continues to observe the
current ANSI and IEEE C95.1 RF exposure
standards, first developed in 1982 and adopted
by the FCC in 1985.
The FCC considers low -power devices to be safe
under the current standard, which was revised to
reflect more stringent controls.
[FORM OF SURETY BOND]
Bond Number:
SURETY BOND
KNOW ALL MEN BY THESE PRESENTS:
That METRICOM, INC. as Principal, and
incorporated under the laws of the State of and authorized to
execute bonds and undertakings as sole surety, are held and firmly bound unto
, as Obligee, in the sum of
($ ); for the payment thereof, well truly to be made, said Principal and
Surety bind themselves, their administrators, successors and assigns, jointly and
severally, firmly by these presents.
The condition of the foregoing obligation is such that:
WHEREAS, the above bounden Principal is about to enter into a certain
agreement with the Obligee for the following:
the award of which said agreement was made to the Principal by the Obligee, on
NOW THEREFORE, if the Principal shall well, truly and faithfully perform its duties,
all the undertakings, covenants, terms, conditions, and provisions of said agreement
during the original term thereof, and any extensions thereof which may be granted by the
Obligee, with or without notice to the Surety, and if he shall satisfy all claims and
demands incurred under such agreement, and shall fully indemnify and save harmless
the Obligee from all costs and damages which it may suffer by reason of failure to do so,
and shall reimburse and repay the Obligee all outlay and expenses which the Obligee
may incur in making good any default, then this obligation shall be void; otherwise to
remain in full force and effect.
PROVIDED, FURTHER, that the said Surety, for value received, hereby stipulates
and agrees that no change, extension of time, alteration or addition to the terms of the
agreement or to the work to be performed thereunder or the specifications accompanying
the same shall in any way affect its obligation on this bond, and it does hereby waive
0
notice of any such change, extension of time, alteration or addition to the terms of the
agreement or to the work or to the specifications.
PROVIDED, HOWEVER, this bond is issued subject to the following express
conditions:
1. This bond shall be deemed continuous in form and shall remain in full force
and effect until canceled under Section , after which all liability ceases except as to
any liability incurred or accrued prior to the date of such cancellation.
2. The aggregate liability of the Surety hereunder on all claims whatsoever
shall not exceed the penal sum of this bond in any event.
3. The surety reserves the right to withdraw as surety from this bond, except
as to any liability incurred or accrued, and may do so upon giving the Obligee sixty (60)
days written notice.
SIGNED AND SEALED this day of '19
PRINCIPAL SURETY
0
Title:
0
(Affix Corporate Seals)
(Type Company Name)
By:
Title:
Address:
Telephone:
(Attach Acknowledgments of both Principal and Surety signatures)
0
AGENDA ITEM NO. 6
•
CITY OF NEWPORT BEACH
Office of the City Manager
March 10, 1997
TO: Honorable Mayor and Members of the City Council
FROM: Kevin J. Murphy, City Manager
SUBJECT: CORRECTION TO PAGE 9 OF AGREEMENT WITH
METRICOM
This agenda item includes a License Agreement between the City and
Metricom, Inc. The format of the agreement was initially offered by Metricom as
a standard format which they have utilized in other communities. Our City
Attorney's Office utilized this format to craft an agreement specifically for
Newport Beach.
• One of the elements of their standard agreement, which was identified for
removal from the draft agreement provided to our office and subsequently
removed by the City Attorney's Office, was Section 4.5 on Page 9 of the material
distributed to the City Council with your packets which refers to a future potential
of a Utility Users' Tax.
Unfortunately, the City Council didn't receive the corrected version which is
attached for page 9 and deleting the section discussing a potential utility users'
tax. In reviewing and acting upon this agreement you should utilize the
attached version of page 9.
Attachment
0
4.4 Reimbursement of City's Expenses. Metricom shall reimburse
the City at City's standard rates for all reasonable expenses relating .
to the preparation, issuance, and implementation of this Agreement,
promptly upon receipt of bills, paid invoices, and such other
documentation as Metricom shall reasonably require. The
reimbursement provided for in this Section shall not replace or
excuse Metricom from the payment of any applicable City permit fee
for work undertaken in connection with this Agreement.
4.5 Most - Favored Nation Clause. Should Metricom after the parties'
execution and delivery of this Agreement enter into a similar
agreement with another municipality of the same size or smaller than
the City in the Los Angeles Metropolitan Statistical Area which
agreement contains financial benefits for such municipality which are
substantially superior to those in this Agreement City shall have the
right to request that Metricom modify this Agreement to incorporate
the same or substantially similar superior benefits.
5. REMOVAL AND RELOCATION OF RADIOS. Metricom understands and
acknowledges that City may require Metricom to relocate one or more of its Radios, and
Metricom shall at City's direction relocate such Radios at Metricom's sole cost and
expense, whenever City reasonably determines that the relocation is needed for any of
the following purposes: (a) to facilitate or accommodate the construction, completion,
repair, relocation, or maintenance of a City project; (b) because the Radio is interfering •
with or adversely affecting proper operation of City light poles, traffic signals, or other City
facilities; or (c) to protect or preserve the public health, safety, or welfare. If Metricom
shall fail to relocate any Radios as requested by the City in accordance with the foregoing
provision, City shall be entitled to relocate the Radios at Metricom's sole cost and
expense, without further notice to Metricom.
5.1 Metricom Desires Relocation. In the event Metricom desires to
relocate any Radios from one City -owned pole or other property to
another City-owned pole or other property, Metricom shall so advise
City. City will use its best efforts to accommodate Metricom by
making another functionally equivalent City -owned pole or other
property available for use in accordance with and subject to the
terms and conditions of this Agreement.
9 •
1�..
.. ......... . .. . ... ..
A 20RD
r N
PRODUCER
09/04/97
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Woodruff -Sawyer & Co.
220 Bush Street
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
7th Floor
COMPANIES AFFORDING COVERAGE
San Francisco, CA 94104
COMPANY
A Chubb/Vigilant Ins. Co.
INSURED
Metricont Inc.
COMPANY
B Chubb/Federal Ins. Co.
Metricom DC, LLC
980 University Avenue
COMPANY
C Northbrook Nat'l Ins.Co.
Los Gatos, CA 95030-2375
I
G3
COMPANY
D
------- — ---------
w.02
IX is-
A
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE
AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN
MAY HAVE BEEN REDUCED BY PAID CLAIMS.
CO
LTR
"PEOFINSUMNICE
POLICY NUMBER
POLICY EFFEC77VE
DATE (MWDDNY)
POLICY EXPIRATION
DATE (MWDDIYY)
LIMITS
A
GENERAL
LIABILITY
COMMERCIAL GENERAL LIABILITY
35291948
04/01N6
09/30/97
GENERAL AGGREGATE
$ 1,000,000
X
PRODUCTS - COMPIOP AGO
$ 1,000,000
I CLAIMS MADE Fx_1OCCUA
PERSONAL & ADV INJURY
$ 1.0m.00
EACH OCCURRENCE
$ 1,000,000
OWNER'S&CONTRACTOR'S PROT
FIRE DAMAGE (Any one fire)
$ 1100000
MED EXP (Any we person)
$ 10,000
B
AUTOMOBILE
LIABILITY
ANY AUTO
73164541
04/01/96
09/30/97
COMBINED SINGLE LIMIT
$ 1,000000
BODILY INJURY
(Per person)
$
ALL OWNED AUTOS
SCHEDULED AUTOS
X
BODILY INJURY
(Per.wident)
$
HIRED AUTOS
NON-OWNED AUTOS
PROPERTY DAMAGE
$
GARAGE LIABILITY
AUTO ONLY - EA ACCIDENT
$
OTHER THAN AUTO ONLY:
ANY AUTO
EACH ACCIDENT
$
I
AGGREGATE
$
B
EXCESS LIABILITY
UMBRELLA FORM
79072375
04/01/96
09/30/97
EACH OCCURRENCE
$ 1,000 ,o00
AGGREGATE
$ 1100 �No
$
OTHER THAN UMBRELLA FORM
C
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
88306492
09/30/96
09/30/97
H_
I ACRY LIMITST70EPRt
EL EACH ACCIDENT
$ l'OH.000
EL DISEASE - POLICY LIMIT
11000,000
THE PROPRIETOR) INCL
PARTNERS(EXECUTIVE '—
OFFICERS ARE, EXCL
EL DISEASE -EA EMPLOYEE
S
OTHER
DESCRIPTION OF OPEMTIONSILOCAMONS/VEHICLESISPECIAL ITEMS
City of Newport Beach is named as additional insured per forms #40020004 &
#160233.
tNlE it] 14 _pp� Nm-...
...... l lS 100-0 ICa A
SHOULD ANY OF WE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE WE
City of Newport Beach
EXPIRATION DATE WEREOF, WE ISSUING COMPANY WILL WEEIMMKIFICIDD MAIL
Attn: Kevin Murphy, City Mgr.
30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
3300 Newport Beach Boulevard
Newport Beach, CA 92658
YE, �-FM
P M4
10 1
ON N IBM 2
go - �1
E.&IMLOWN&V
AUTHORIZED REPRE
, 17TATIVE
. L
Commercial Insurance
Coverage
Amendment effective 4/1/97
WHO IS INSURED: THE WHO IS INSURED PROVISION IS AMENDED TO INCLUDE
AS AN ADDITIONAL INSURED THE PERSON OR ORGANIZATION DESIGNATED
BELOW, INCLUDING ELECTED OR APPOINTED MEMBERS, OFFICERS AND EMPLOYEES,
BUT ONLY WITH RESPECT TO THE COMMERCIAL GENERAL LIABILITY PROVIDED.
BY THIS POLICY AND ARISING OUT OF THE OPERATIONS OF THE NAND INSURED
IN CONNECTION WITH THE AGREEMENT FOR WORK PERFORMED BETWEEN THE
NAMED INSURED AND THE PERSON OR ORGANIZATION DESIGNATED BELOW.
ANY MUNICIPALITY REQUIRED TO BE NAMED
PROVIDED SUCH CONTRACT OR AGREEMENT IS
AND ONLY AS RESPECTS OPERATIONS OF OR
A h terms
.iuth.r¢ed Rep. m WLNe Named Insured:
/act v:3/24/97.1
Page 1 of 1
Funn 40- 02.0004 )Ed. 9 -84)
BY ANY CONTRACT OR ASREEMENT,
EXECUTED PRIOR TO ANY LOSS,
ON BEHALF OF THE NAMED INSURED.
and conditions remain unchanged.
METRICOM, INC.
PoLcy Number: M9 19 413
Producer: WOODRUFF- SAWYER 6 CO.
SAN FRANCISCO, CA
ic
cHUeB
CTHIS ENDOR&ENT CHANGES THE POLICY. PLED READ IT CAREFULLY.
c►ruBs
This endorsement changes the policy effective on the inception date of the policy unless a different date is indicated below.
(Tile following ne9d be completed only when this endorsement is issued subsequent to preparetion of the policy.)
This endorsement, effective on 04/01/97 at 12:01 A.M. standard time, forms a part of
(DATE)
policy No. 7316 45 41 of the FEDERAL INSURAN(�E �
( AME CD INSURANCE COMPANY)
issued to: METRICOM, INC.
Producer: WOODRUFF- SAWYER b CO.
SAN FRANCISCO, CA
WHO IS INSURED: THE WHO IS INSURED PROVISION IS AMENDED TO INCLUDE
AS AN ADDITIONAL INSURED THE PERSON OR ORGANIZATION DESIGNATED BELOW,
INCLUDING ELECTED OR APPOINTED MEMBERS, OFFICERS AND EMPLOYEES, BUT
ONLY WITH RESPECT TO THE COMMERCIAL AUTO LIABILITY PROVIDED BY THIS
POLICY AND ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED IN
CONNECTION WITH THE AGREEMENT FOR WORK PERFORMED BETWEEN THE NAMED
INSURED AND THE PERSON OR ORGANIZATION DESIGNATED BELOW. IT IS
FURTHER AGREED, THIS INSURANCE IS PRIMARY OVER ANY OTHER COLLECTIBLE
INSURANCE ONLY AS RESPECTS THE OPERATION OF THE NAMED INSURED.
ANY MUNICIPALITY REQUIRED TO BE NAMED BY ANY CONTRACT OR AGREEMENT,
PROVIDED SUCH CONTRACT OR AGREEMENT IS EXECUTED PRIOR TO ANY LOSS,
AND ONLY AS RESPECTS OPERATIONS OF OR ON BEHALF OF THE NAMED INSURED.
06/30/97.01 /EEC
All Other Terms and Conditions Remain Unchanged
C4
1 Authorized Representative
Farm 1642—M / 9 Pert (Ed. 4 78)
• 4f.r